Dr. AGARWAL’S EYE HOSPITAL LIMITED

Notice to Shareholders NOTICE IS HEREBY GIVEN that the 22nd Annual General Meeting of the shareholders of the company will be held on Tuesday, August 23rd 2016 at 11.00 am at No 19 (Old no 13), Cathedral Road, 600086 to transact the following business.

ORDINARY BUSINESS: 1. To receive, consider and adopt the Balance Sheet as at March 31, 2016 and statement of Profit and Loss for the year ended on that date, the Report of the Directors and Auditor’s thereon. 2. To declare dividend on Equity Shares. 3. To appoint a Director, in place of Dr. Adil Agarwal (DIN: 01074272) who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director, in place of Dr. Anosh Agarwal (DIN: 02636035) who retires by rotation and being eligible, offers himself for re-appointment. 5. To ratify the appointment of Statutory Auditors and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution “RESOLVED THAT pursuant to Section 139 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company do hereby ratify the appointment of M/s Deloitte Haskins and Sells (Firm Reg. No 008072S) Chartered Accountants, Chennai, as statutory auditors of the Company to hold office up to the conclusion of 26th Annual General Meeting of the Company, who were appointed in the 21st Annual General Meeting (held on September 10, 2015) for a period of five years till the conclusion of the 26th Annual General Meeting, on such remuneration and out of pocket expenses as may be determined by the Audit Committee and fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS: 6. Ratification of Remuneration to Cost Auditor for the Year 2015-16 To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable for the year 2015-16 to Mr. P. Raju Iyer, Cost Accountant (Membership No: 6987) appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2015-16, amounting to a remuneration of ` 60,000 plus service tax and re-imbursement of out of pocket expenses incurred by him in connection with the aforesaid audit be and is hereby ratified and confirmed.” 7. Re-Appointment Of Dr. AMAR AGARWAL (DIN: 00435684) As a Chairman Cum Managing Director To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: “RESOLVED THAT in accordance with the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 (the Act), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 approval of the Members be and is hereby accorded to the re-appointment of Dr. Amar Agarwal (DIN 00435684) as a Chairman Cum Managing Director of the Company, (not liable to retire by rotation), for a period of three years, with effect from 1st October 2016 up to 30th September 2019 on a remuneration of not exceeding ` 7,00,000/- (Rupees Seven Lakhs only) per month.” “RESOLVED FURTHER THAT the remuneration as aforesaid shall be payable to the Chairman Cum Managing Director as the minimum remuneration, in the event of loss or inadequacy of profits in any financial year during the above said period, notwithstanding the limits laid down in Section 197 of the Companies Act, 2013.”

8. Re-Appointment Of Dr. (Mrs.) ATHIYA AGARWAL (DIN: 01365659) As a Whole-Time Director To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: RESOLVED THAT in accordance with the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 (the Act), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 approval of the Members be and is hereby accorded to the re-appointment of Dr. Athiya Agarwal (DIN 01365659) as a Whole-Time Director of the Company, liable to retire by rotation, for a period of three years, with effect from 1st October 2016 up to 30th September 2019 on a remuneration of not exceeding ` 7,00,000/- (Rupees Seven Lakhs only) per month. “RESOLVED FURTHER THAT the remuneration as aforesaid shall be payable to the Whole-Time Director as the minimum remuneration, in the event of loss or inadequacy of profits in any financial year during the above said period, notwithstanding the limits laid down in Section 197 of the Companies Act, 2013.” 4 Dr. AGARWAL’S EYE HOSPITAL LIMITED

9. DELIVERY OF DOCUMENTS To consider and if thought fit to pass, with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 20 and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder (“the Rules”) (including any statutory modification(s) or re-enactment(s) of the Act and/ or the Rules for the time being in force) authority be and is hereby given to the Board of Directors of the Company and any Committee which the Board of Directors may hereafter constitute for the time being for exercising the powers conferred on the Board of Directors by this Resolution) to determine the fee to be charged from member(s) who requests delivery of any document through a particular mode.“

For and on behalf of the Board Sd/- Place : Chennai Dr. Amar Agarwal Date : May 19, 2016 Chairman Cum Managing Director

NOTES:-

1. The Statement pursuant to Section 102 (1) of the Companies Act, 2013, relating to the Special Business set out in the Notice is annexed. 2. A MEMBER OF THE COMPANY, WHO IS ENTITLED TO ATTEND AND VOTE AT THE MEETING, IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIM / HER AND THE PROXY NEED NOT BE A MEMBER. 3. Instrument of Proxies, in order to be effective, must be received at the Company’s Registered Office not later than 48 (Forty Eight) hours before the time fixed for holding the Annual General Meeting. A Form of Proxy for the AGM is enclosed. 4. The Register of Directors and Key Managerial Personnel (KMPs) and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM. 5. Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

6. The Register of members and the share transfer books of the company will remain closed from August 17, 2016 to August 23, 2016 (both days inclusive) for the purpose of payment of the final dividend for the financial year ended March 31, 2016. 7. Dividend if declared, will be paid to the Members whose names appear on the Register of Members as on August 23rd, 2016 for shares held in physical mode and in respect of shares held in Electronic Form, to the beneficial owners, as per list that will be furnished by National Securities Depository Limited/ Central Depository Services () Limited, as on August 16th 2016. 8. Members are requested to notify immediately, changes in their respective addresses through their registered email address, if any, quoting their folio number so that the dividend warrants are correctly despatched. 9. Shareholders / proxy holders are requested to bring their copy of the annual report with them at meeting and to produce at the entrance, the attached admission slip duly completed and signed, for admission to the meeting hall. 10. Members who hold their shares in electronic mode are requested to direct change of address notifications and updates of saving bank account details to their DPs. Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends. 11. Members are requested to write to the Registrar and Share Transfer Agents of the Company, M/s Integrated Enterprises (India) Limited, Chennai for more information, if any needed, on Nomination facility and/ or to get a copy of Nomination Form, for shares held in physical mode. For shares held in demat mode, Members are requested to contact their respective Depository Participant for availing Nomination facility. 12. Members desirous of getting any information about the accounts and operation of the company are requested to address their query to the company at the Registered Office of the company well in advance so that the same may reach at least seven days before the date of meeting to enable the management to keep the required information readily available at the meeting.

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13. Under the provisions of Section 205 A of the Companies Act, 1956 (Section 124 of the Companies Act, 2013, dividends remaining unpaid for a period of 7 years will be transferred to the Investor Education and Protection Fund (IEP Fund) of the Central Government. It may also be noted that once the unclaimed dividend is transferred to IEP Fund, no claim shall lie in respect thereof. Hence, the members who have not claimed their dividend relating to the earlier years may write to the Company or Share Transfer Agent for claiming the amount before it is transferred to the Fund. The details of due dates for transfer of such unclaimed dividend to the said Fund are given below.

Date of Last date for Due date for Financial Dividend Amount declaration of claiming unpaid transfer to IEP year ended % (`) dividend dividend fund

2008-09 NIL NA NA NA NA

2009-10 8% 24.08.2010 23.08.2017 22.09.2017 1,19,462.40

2010-11 12% 23.08.2011 22.08.2018 21.09.2018 1,69,544.80

2011-12 NIL NA NA NA NIL

2012-13 12% 13.08.2013 12.08.2020 11.09.2020 1,98,777.60

2013-14 12% 09.09.2014 08.09.2021 07.10.2021 2,01,452.40

2014-15 12% 10.09.2015 09.09.2022 08.09.2022 2,02,140.00

The Shareholders who have not claimed the dividends are requested to claim the same before the due dates as mentioned above after which the amount will be transferred to IEP Fund. 14. The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the step towards Corporate Governance” to allow paperless compliance by the corporate sector. MCA, vide its Circular dated 21st April 2011, has now made permissible the service of documents through electronic mode to shareholders. To support the Green Initiative of MCA, it is proposed to send, henceforth, all Notices, Annual Report and other communications through e-mail. For the above purpose, we request you to send an e-mail confirmation to our designated ID mentioning your name, DP/Customer ID or Folio number and your email ID for communication. On this confirmation, we would, henceforth, send all Notices, Annual Report and other communications through e-mail. Copies of the said documents would be available in the Company’s website for your access. We request you to support the Green Initiative of the Government by opting for electronic mode of receiving our corporate communications. 15. Wherever the name of the director appears, the same to be read with the DIN no. of the concerned Director as appearing above in this Notice.

INSTRUCTION FOR REMOTE E-VOTING: 1. In compliance with provision of section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management & Administration) Rules, 2014 as amended by the Companies (M&A) Amendment Rules, 2015 and Regulation 44 of the SEBI ( Listing Obligations and Disclosure Requirements), Regulations 2015 , the Company is pleased to offer the option of Remote e-voting to all the members of the Company to cast their vote on resolution proposed to be considered at the ensuing Annual General Meeting (AGM) . The facility of casting the votes by the members using Remote e-voting system from a place other than venue of the AGM will be provided by National Securities Depository Limited (NSDL). 2. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. 3. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. 4. The remote e-voting period commences on August 19, 2016 (9:00 am) and ends on August 22, 2016 (5:00 pm). During this period members of the company holding shares either in physical form or in de materialized form, as on the cut-off date of August 16, 2016, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, he / she shall not be allowed to change it subsequently. 5. The process and manner for remote e-voting are as under:

6 Dr. AGARWAL’S EYE HOSPITAL LIMITED

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the company / Depository Participant(s)]. i. Open email and open PDF file viz ."Dr. Agarwal’s Eye Hospital remote e-voting .pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/ PIN for remote e-voting. Please note that the password is an initial password. ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ iii. Click on shareholder- Login iv. Put user ID and password as initial password / PIN noted in step (i) above. v. Click Login. Password change menu appears. Change the password / PIN with new password of your choice with minimum 8 digits/ characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep you password confidential. vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. vii. Select EVEN (E-Voting Event Number) of Dr. Agarwal’s Eye Hospital Limited viii. Once you enter the number, the ‘Cast Vote’ Page will open. Now you are ready for remote e-voting. ix. Cast your vote by selecting appropriate option and click on Submit and also click on Confirm when prompted. x. Upon confirmation, the message ‘Vote Cast Successfully’ will be displayed. xi. Kindly note that vote once cast cannot be modified. xii. Institutional shareholders (i.e other than individuals, HUF, NRI, etc) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter, etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at [email protected] with a copy marked to [email protected]. B. In case a Member receives physical copy of the Notice of AGM (for members whose e-mail IDs are not registered with the Company/ Depository participant(s) or requesting physical copy) i. Initial Password is provided as below/ at the bottom of the Attendance Slip for the AGM.

EVEN USER ID PASSWORD/PIN (E-Voting Event Number)

ii. Please follow all steps from “SI.No.ii to SI.No.xii “ above, to caste vote. 6. In case of any queries you may refer the Frequently Asked Question (FAQs) for members and remote e-voting user manual for members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or contact NSDL by email at evoting@ nsdl.co.in 7. If you are already registered with NSDL remote e-voting then you can use your existing user ID and password / PIN for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl. com or contact NSDL at the following toll free no.: 1800-222-990. 8. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s). 9. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on cut-off date of August 16, 2016. 10. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e August 16, 2016 may obtain the login ID and password by sending a request at [email protected] or RTA. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl. com or contact NSDL at the following toll free no.: 1800-222-990. 11. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on cut-off date only shall be entitled to avail the facility of remote e-voting/voting at the AGM through ballot paper. 12. Mr. N.K Bhansali Practicing Company Secretary (Membership No. FCS 3942), has been appointed as the scrutinizer to scrutinize the voting at the AGM and remote e voting process in a fair and transparent manner. 13. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” / “Polling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility, 7 Dr. AGARWAL’S EYE HOSPITAL LIMITED

14. The Scrutinizer shall after the conclusion of voting at the general meeting, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, within 48 hours of conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. 15. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company www.dragarwal.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The result shall also be immediately forwarded to the BSE Limited. 16. Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, brief profile of the Directors seeking re-appointment at the forthcoming Annual General Meeting vide item Nos. 3, 4, 7 and 8 is as follows:

THE INFORMATION IN RESPECT OF ITEM NOS. 3,4,7 AND 8 IN ACCORDANCE WITH REGULATION 36 (3) OF THE SEBI (Listing Obligations and Disclosure Requirements) REGULATIONS, 2015 in respect of the directors SEEKING APPOINTMENT / RE-APPOINTMENT at the twenty second ANNUAL GENERAL MEETING ARE FURNISHED HEREUNDER:

Chairman / Directorship No. of equity Relationship Member of Name of Expertise in Specific in Other shares Qualifications with other Committee in Director Functional Areas Listed held in the Directors other Listed Companies Company Companies He is related M.B.B.S, M.S to Dr. Amar ( ), Dr. Adil Highly qualified Agarwal, MBA (Stanford NIL NIL NIL Agarwal Vitreoretinal surgeon Dr. Athiya Graduate School of Agarwal & Dr. Business) Anosh Agarwal He is related M.B.B.S, to Dr. Amar Dr. Anosh Highly qualified M.S(Ophthalmology), Agarwal, NIL NIL NIL Agarwal Vitreoretinal surgeon MBA (Harvard Dr. Athiya Business School) Agarwal & Dr. Adil Agarwal Widely respected He is related Ophthalmic surgeon. to Dr. Athiya Dr. Amar Inventor of Phakonit, MS, F.R.C.S, F.R.C Agarwal, NIL NIL NIL Agarwal Microphakonit and PDEK Ophth. (Lon) Dr. Adil Agarwal a significant milestone in & Dr.Anosh surgery Agarwal She is related One of the leading to Dr. Amar Dr. Athiya Anterior Segment MD, F.R.S.H (Lon), Agarwal, NIL NIL NIL Agarwal surgeon and Ocular DO. Dr. Adil Agarwal Pathologist & Dr.Anosh Agarwal

For and on behalf of the Board Sd/- Place : Chennai Dr. Amar Agarwal Date : May 19, 2016 Chairman Cum Managing Director

8 Dr. AGARWAL’S EYE HOSPITAL LIMITED

EXPLANATORY STATEMENT SETTING OUT MATERIAL FACTS AS REQUIRED BY SECTION 102(2) OF THE COMPANIES ACT, 2013

ITEM No:6 At the Board Meeting held on the 23rd September 2015, after considering the recommendation of the Audit Committee, the Board of Directors have appointed Shri P. Raju Iyer Cost Accountant (Membership No: 6987) as the Cost Auditor of the Company for the year 2015-16 on a remuneration of ` 60,000 plus service tax and re-imbursement of out of pocket expenses incurred by him in connection with the aforesaid audit. Pursuant to the provisions of Section 148 read with the Companies (Audit and Auditors) Rules, 2014, the aforesaid remuneration approved by the Board of Directors is required to be ratified by the Shareholders. The Ordinary Resolution appearing in the Notice is sought to be passed for this purpose. None of the Directors or the Key Managerial Personnel is interested or concerned in the Resolution except as a shareholder of the company.

ITEM Nos:7 & 8 Dr. Amar Agarwal and Dr. Athiya Agarwal were appointed as Chairman cum Managing Director and Whole-Time Director of the Company respectively w.e.f. 1st October, 2013 for a period of three years by the members of the Company in the Annual General Meeting held on 13th August, 2013. Their appointments were approved in accordance with Schedule XIII of the Companies Act, 1956. Since their appointments ceases on 30th September 2016, the Board of Directors at the meeting held on 19th May, 2016, on the recommendations of Nomination and Remuneration Committee has accorded its approval to re-appoint Dr. Amar Agarwal and Dr. Athiya Agarwal respectively as Chairman cum Managing Director and Whole-Time Director of the Company for a period of 3 years with effect from the 1st October, 2016 on a remuneration of not exceeding `7,00,000 per month, subject to the approval of the Members of the Company in a General Meeting, through a Special Resolution. Since the Company is having inadequacy of profits, the proposed remuneration would be in accordance with the limits prescribed under Section II of Part II of Schedule V to the Companies Act, 2013, subject to the Company obtaining the approval of the Members through a Special Resolution. The terms of reference contained in the resolution may also be treated as an abstract/ compliance under section 190 of the Companies Act, 2013. The Special Resolutions at Item No.7 and 8 of the Notice is sought to be passed for this purpose. Except Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal & Dr. Anosh Agarwal, none of the other directors and Key Managerial Personnel of the Company and their relatives are concerned or interested in the Resolutions except as a shareholder of the company. The Board of Directors recommends the above Special Resolutions for the approval of the shareholders.

Disclosure pursuant to Section II of Part II of Schedule V of the Companies Act, 2013. (For Item Nos.7 & 8) I. GENERAL INFORMATION:

1. Nature of Industry Eye Hospital 2. Date of Commencement of Business 12th July, 1994 Not Applicable In case of new companies expected date of commencement 3. of activities as per project approved by financial institutions appearing in prospectus. (` in Lakhs) Sales 13,683.72 Profit after Tax 3.67 Paid-up Share Capita 470.00 Reserves & Surplus 1,872.11 4. Financial Performance as on 31st March 2016 Long term loans 2,492.04 Total 4,834.15 Less: Investments Nil Preliminary Expenses Nil (To the extent not written off) Effective Capital as on 31-03-16 4,834.15 Export performance and net Foreign Exchange 5. NIL Collaborations, if any 6. Foreign investments or Collaborations, if any NA 9 Dr. AGARWAL’S EYE HOSPITAL LIMITED

II. INFORMATION ABOUT APPOINTEE:

a) Dr. Amar Agarwal Dr. Amar Agarwal, 55 years, has been the Director of the company since its 1. Background details inception. He is MS, F R C S, F R C. Opht.(London) He has over 30 years of experience in Eye Care Industry . 2. Past Remuneration ` 3,00,000/- per month (cost to the Company). Kelman Award by Hellenic Society of Greece, Barraquer Award by the Keretomileusis Study Group, American Academy Achievement Award by the American Academy and many Video awards at American Academy of Ophthalmology, American Society of Cataract &Ref. Surgery convention and European Society of Cataract & Refractive Surgery convention. He has won 3. Recognition or awards National Awards like Scientific innovation award, Champion of Humanity award and Outstanding achievement award for his invention of Phakonit, Microphakonit and PDEK a significant milestone in , including the best Doctor Award from the Tamil Nadu Govt on the occasion of Independence day celebrations during the year 2014. Dr. Amar Agarwal is entrusted with overall control and supervision of the company. He is having substantial powers of management and is responsible 4. Job Profile and his suitability for the general conduct and management of the business and affairs of the Company subject to the superintendence, control and supervision of the Board of Directors of the Company. 5. Remuneration proposed Not exceeding ` 7,00,000/- per month. The remuneration, is revised keeping in mind the industry trends / profile Comparative remuneration profile with respect and intellectual abilities / knowledge in the field of ophthalmology and is 6. to industry, size of the company, profile of the also comparable with other companies in the same line of business and of position and person similar size. Pecuniary relationship directly or indirectly with 7. the Company, or relationship with the managerial He is related to Dr. Athiya Agarwal, Dr. Adil Agarwal and Dr. Anosh Agarwal. person, if any b) Dr. Athiya Agarwal Dr. Athiya Agarwal, 60 years, has been the Director of the company since 1. Background details its inception .She is M D, F R S H (London), DO, She has over 30 years of experience in Eye Care Industry. 2. Past Remuneration ` 3,00,000/- per month (cost to the Company). She has won many International video awards / presented case studies in 3. Recognition or awards several international forums. She is entrusted with substantial powers of management and is responsible for the general conduct and management of the business and affairs apart 4. Job Profile and his suitability from mentoring the research initiatives of the Company subject to the superintendence, control and supervision of the Board of Directors of the Company. 5. Remuneration proposed Not exceeding ` 7,00,000/- per month. The remuneration, is revised keeping in mind the industry trends / profile Comparative remuneration profile with respect and intellectual abilities / knowledge in the field of ophthalmology and is 6. to industry, size of the company, profile of the also comparable with other companies in the same line of business and of position and person similar size. Pecuniary relationship directly or indirectly with 7. the Company, or relationship with the managerial She is related to Dr. Amar Agarwal, Dr. Adil Agarwal and Dr. Anosh Agarwal. person, if any

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III. OTHER INFORMATION:

1 Reasons for loss or inadequate profits As on 31st March, 2016 the Company has invested substantial sums in high-end technology, skilled manpower resulting in higher depreciation and increased operating cost. On account the above, the company posted a net profit of ` 3.67 lakhs. As per the provisions of Schedule V, these would be inadequate for payment of remuneration to the two Whole time Directors. 2 Steps taken for improvement The above investment in technology/skilled manpower is expected to benefit the company in the long run through higher revenues/margin. 3 Expected increase in productivity and profits in measurable terms The Company expects that improvement in business environment and several steps being taken to enhance revenue and reduce costs, which may yield better Profit in the years to come.

Item No. 9: Section 20 of the Companies Act, 2013 read with Rule 35 of the Companies (Incorporation) Rules, 2014 provides the mode of service of documents inter alia to the members of the Company. The proviso to sub-section (2) of that Section states that where a member requests for delivery of any document through a particular mode, he shall pay fees as may be determined by the Company in its Annual General Meeting. Since such fee will be determined by the mode, weight and place of delivery of the document sought, it is not possible to quantify the amount, and hence it is appropriate that the Board of Directors be authorized to determine the fee. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested in the Resolutions. except as a shareholder of the company. The Board of Directors accordingly recommends the Ordinary Resolution set out at Item No. 9 of the accompanying Notice for approval of the shareholders which is an enabling resolution.

For and on behalf of the Board Sd/- Place : Chennai Dr. Amar Agarwal Date : May 19, 2016 Chairman Cum Managing Director

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